EXHIBIT 3


                             ARTICLES OF INCORPORATION
                                         OF
                                   TOROTEL, INC.


                                    ARTICLE ONE

   	The name of the Corporation is TOROTEL, INC.

                                    ARTICLE TWO

   	The address of its registered office in the State of Missouri is 1200 Main
Street, Suite 3100, Kansas City, Missouri  64105 and the name of its registered
agent at such address is SHB Registered Agent, Inc.

                                   ARTICLE THREE

   	The aggregate number of shares which the Corporation shall have authority to
issue shall be Six Million (6,000,000) shares of common stock of par value of
One Cent ($.01) per share, and there shall be no preemptive rights for any
shareholder arising therefrom and no preferences or qualifications or
limitations or restrictions or special rights of any character whatsoever in
respect to said shares.
   	The Board of Directors is authorized in its discretion to determine, fix and
approve the consideration other than money for shares which may be issued, and
to determine the fair value to the Corporation of such consideration.

                                    ARTICLE FOUR

   	The number of shares to be issued before the Corporation shall commence
business is Fifty (50) shares having a total value of $5,000.00.  Five Thousand
and No/100 Dollars ($5,000.00) has been paid up in lawful money of the United
States.

                                    ARTICLE SIX

   	The number of directors for the Corporation who shall be elected from time
to time by the Shareholders is seven (7).

                                   ARTICLE SEVEN

   	The duration of the Corporation is perpetual.

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                                   ARTICLE EIGHT

     The Corporation is formed for the following purposes:

        A. 	To buy, utilize, lease, rent, import, export, franchise, operate,
            manufacture, produce, design, prepare, assemble, fabricate, improve,
            develop, sell, lease, mortgage, pledge, hypothecate, distribute and
            otherwise deal in, at wholesale, retail or otherwise, and as
            principal, agent or otherwise, all commodities, goods, wares,
            merchandise, devices, apparatus, equipment and all other personal
            property, whether tangible or intangible, of every kind, without
            limitation as to description, location or amount, including
            specifically, but not limited to, electronic component parts and
            telecommunication component parts.

        B. 	To apply for, obtain, purchase, lease, take licenses in respect of
            or otherwise acquire, and to hold, own use, operate, enjoy, turn to
            account, grant franchise or licenses in respect of, manufacture
            under, introduce, sell, assign, mortgage, pledge or otherwise
            dispose of:

              (1) 	Any and all inventions, devices, method, processes and
                   formulae and any improvements and modifications thereof;

              (2) 	Any and all letters patent of the United States or of any
                   other country, state or locality, and all rights connected
                   therewith or appertaining thereto;

              (3) 	Any and all copyrights, granted by the United States or any
                   other country, state or locality, and

              (4) 	Any and all trademarks, trade names, trade symbols and other
                   indications or origin and ownership granted by or recognized
                   under the laws of the United States or of any other country,
                   state or locality; and to conduct and carry on its business
                   in any or all of its various branches under any trade name or
                   trade names.

        C. 	To engage in, carry on and conduct research, experiments,
            investigations, analyses, studies and laboratory work, for the
            purpose of discovering new products or to improve products or
            services.

        D. 	To buy, lease, rent or otherwise acquire, own, hold, use, divide,
            partition, develop, improve, operate and sell, lease, mortgage or
            otherwise dispose of, deal in and turn to account, real estate,
            leaseholds and any and all interests or estates appertaining
            thereto.

        E. 	To enter into any lawful contract or contracts with persons, firms,
            corporations, other entities, governments or any agencies or
            subdivision thereof, including guaranteeing the performance of any
            contract or any obligation of any person, firm, corporation or other
            entity.

        F. 	To purchase and acquire, as a going concern or otherwise, and to
            carry on, maintain and operate all or any part of the property or
            business of any corporation, firm, association, entity, syndicate or
            persons whatsoever, deemed to be of benefit to the Corporation, or
            of use in any manner in connection with any of its purposes; and to
            dispose thereof upon such terms as may seem advisable to the
            Corporation.

        G. 	To invest, lend and deal with monies of the Corporation in any
            lawful manner, and to acquire by purchase, by the exchange of stock
            or other securities of the Corporation, by subscription or
            otherwise, and to invest in, to hold for investment or for any other
            purpose, and to use, sell, pledge or otherwise dispose of, and in
            general to deal in any interest concerning, or enter into any
            transaction with respect to (including "long" and "short" sales of),
            any stocks, bonds, notes, debentures, certificates, receipts and
            other securities and obligations of any government, state,
            municipality, corporation, association or other entity, including
            individuals and partnership and, while owner thereof, to excercise

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            all of the rights, powers and privileges of ownership, including,
            among other things, the right to vote thereon for any and all
            purposes and to give consents with respect thereto.

        H. 	To borrow or raise money for any purpose of the Corporation and to
            secure any loan, indebtedness or obligation of the Corporation and
            the interest accruing thereon, and for that or any other purpose,to
            mortgage, pledge, hypothecate or change all or any part of the
            present or hereafter acquired property, rights and franchises of the
            Corporation, real, personal, mixed or of any character whatever,
            subject only to limitations specifically imposed by law.

        I. 	To do any or all of the things herein above enumerated, alone for
            its own account, or for the account of others, or as the agent for
            others, or in association with others or by or through others, and
            to enter into all lawful contracts and undertakings in respect
            thereof.

        J. 	To have one or more offices, to conduct its business, carry on its
            operations and promote its objects within and without the State of
            Missouri, in other states, the District of Columbia, the
            territories, colonies and dependencies of the United States, in
            foreign countries and anywhere in the world, without restriction as
            to place, manner or amount, but subject to the laws applicable
            thereto; and to do any or all of the things herein set forth to the
            same extent as a natural person might or could do and in any part of
            the world, either alone or in company with others.

        K. 	In general to carry on any other business in connection with each
            and all of the foregoing or incidental thereto, and to carry on,
            transact and engage in any and every lawful business or other lawful
            thing calculated to be of gain, profit or benefit to the
            Corporation, as fully and freely as a natural person might do, to
            the extent and in the manner, and any where within and without the
            State of Missouri, as it may from time to time determine; and to
            have and exercise each and all of the powers and privileges, either
            direct or incidental, which are given and provided by or are
            available under the laws of the State of Missouri in respect of
            general business corporations organized for profit thereunder;
            provided, however, that the Corporation shall not engage in any
            activity for which a corporation may not be formed under the laws of
            the State of Missouri.

        L. 	It is intended that each of the purposes and powers specified in
            each of the paragraphs of this ARTICLE EIGHT shall be in no way
            limited or restricted by reference to or inference from the term of
            any other paragraph, but that the purposes and powers specified in
            each of the paragraphs of this ARTICLE EIGHT shall be regarded as
            independent purposes and powers.  The enumeration of specific
            purposes and powers in this ARTICLE EIGHT shall not be construed to
            restrict in any manner the general purposes and powers of this
            Corporation, nor shall the expression of one thing be deemed to
            exclude another, although it be of like nature.  The enumeration of
            purposes and powers herein shall not be deemed to exclude or in any
            way limit by inference any purposes or powers which this Corporation
            has power to exercise, whether expressly by the laws of the State of
            Missouri, now or hereafter in effect, or implied by any reasonable
            construction of such laws.

                                   ARTICLE NINE

    Both the Shareholders and the Board of Directors shall have equal power to
make, alter, amend, suspend or repeal By-laws for the Corporation from time to
time; provided, however, that the power of the Directors to alter, amend,


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suspend or repeal the By-laws or any portion thereof may be denied as to any
By-laws or portion thereof enacted by the Shareholders if at the time of such
enactment the shareholders shall so expressly provide.

                                   ARTICLE TEN

   	These Articles of Incorporation may be amended in any respect from time to
time by the Shareholders as provided by the laws of the State of Missouri.
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